Terms and Conditions

This agreement covers everything you need to know about how we estimate and price our services, as well as our payment terms, cancellation policy and more.

Definitions and interpretation

In this agreement, unless the context otherwise requires,

“Client” means that person, firm, company, trust, partnership, or entity that has ordered goods or services from Principals.

“IP” means all intellectual property rights, titles and interests (including common law rights and interests) in any jurisdiction including:

1. patents, trademarks, service marks, copyright, registered designs, trade names, domain names, symbols and logos;
2. patent applications and applications to register trademarks, service marks and designs; and
3. tools, techniques, computer program code, data inventions, discoveries, developments, trade secrets, information and logical sequences (whether or not reduced to writing or other machine or human readable form).

“Pre-existing IP” means, in relation to a party to this agreement, any IP that:

1. is created or acquired by (or licensed to) that party wholly independently of this agreement; and
2. subsists in any work which that party provides to the other party in connection with this agreement.

“Principals” means Principals Branding Limited.

Headings are for convenience only and shall not affect the interpretation of this agreement.

Estimating and Pricing

Principals will provide an estimate detailing the project scope, deliverables and cost. Principals reserves the right to adjust the estimate in the event that the scope or nature of the project changes, or if third- party suppliers make reasonable changes to their charges.

Estimates are created for any job or project on the basis of a fee for Principals to provide the required service plus third-party costs.

All third-party costs, with the exception of couriers and travel related costs, will incur a 10% administration charge. Third-party costs include, but are not limited to, printing, colour testing, proofing, high-resolution scans, commissioned photographic or illustrative work, image library usage and copyright costs, web programming or film production and the purchase of font licenses. Principals will provide all relevant information on the font and costs prior to finalising the selection of any proposed font. The Client and their suppliers may be required to purchase fonts and usage licenses.

Work usually will not commence until written approval for a cost estimate has been received from the Client. By exception, Principals may commence work upon verbal approval of a cost estimate from the Client, in which event Principals will, within two working days, confirm this by e-mail. If the estimate was itself verbal, Principals will provide a written estimate if required.

For all jobs, allowances will be made on the estimate for disbursements. Disbursements include, but are not limited to, printing/mounting of presentation materials, colour print outs, reference material, samples, research stimulus material and mock-ups, couriers and travel. The minimum allowances are $100.

The Client will be invoiced all travel costs including reasonable food, beverage and accommodation costs. Air travel involving flights that exceed three hours will be in business class. Copies of invoices for taxis will not be supplied.

Client’s (Author’s) alterations and additions requested by the Client after the initial brief, or proof is signed off, will incur additional charges. A minimum of 24 hours is required for Author’s alterations to be made.

For copywriting jobs only, Principals will provide a maximum of two rounds of author’s corrections. Alterations beyond this will incur additional cost. Final responsibility for checking and approving copy rests with the client.

Projects involving name generation

Estimates for name generation cover an initial presentation of name exploration plus two subsequent phases of name generation, unless otherwise stated. The last phase will comprise names on which Principals have performed a recent, simple check that indicates that they were available as .com or

.co.nz URLs (as requested by the Client) at that time and were not listed on the NZBN Register or New Zealand Companies Office register as company or trading names. This is not an exhaustive legal check, which should be carried out separately by the Client’s legal advisers.

These checks do not cover geographies outside New Zealand.

If further name generation is required beyond the initial exploration and two subsequent phases of name generation, there will be an additional cost per phase.

Payment

Subject to the following, payment terms are:

1. For the first invoice sent to a Client, 7 days after the date on the invoice
2. For subsequent invoices, strictly 30 days after the date on the invoice

Some specific invoices, relating to particular third-party suppliers, may require immediate payment of all or part. This will be identified at estimate stage.

Any query on an invoice must be raised within 14 days of invoice date. Credits will not be considered under other circumstances.

The Client may not in any circumstances withhold payment or make any deductions from or set off any amount against, any amount owing to Principals without Principals’ prior written consent.

Projects (or defined project stages) will normally be invoiced 50% upon approval to proceed and 50% upon completion. For projects (or defined project stages) that exceed two months, Principals may, at their discretion, invoice part or all of the second 50% before completion.

Payment will be deemed not to have been made until the funds have been cleared by Principals’ bankers. The Client shall pay interest upon any arrears due but unpaid at the rate of 4% per annum above the base rate of the Reserve Bank of New Zealand, such interest to be calculated from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.

The Client shall also pay all costs, expenses, and charges (including administration costs and other legal fees and expense on a solicitor and client basis) that are incurred by Principals in collecting any money owing to Principals by the Client.

Cancellation

The Client may terminate a project at any time by giving Principals 30 days’ notice in writing and paying the full amount on all projects (or defined project stages) where those projects (or defined project stages) have been previously committed to in writing by the Client (at the date of the Client’s termination notice). Client will also pay any third-party costs previously committed to in writing by the Client (at the date of the Client’s termination notice); Principals will make reasonable efforts with third-party suppliers to keep these to a minimum.

Intellectual property

1. The Client will retain all rights, title, and interest in the Client’s pre-existing IP supplied to Principals by the Client for use in the Project.

2. Principals will retain all rights, title, and interest in Principals pre-existing IP.

3. Upon payment of all monies due, Principals assigns all copyright in work created or developed by Principals in relation to the Project to the Client.

4. Principals will identify any third-party IP employed in the delivery of the Project and will assist the Client in procuring appropriate licenses to use third-party IP on terms acceptable to the Client and at the Client’s cost.

5. Upon payment of all monies due, Principals grants the Client an irrevocable, non-exclusive, unrestricted, royalty-free licence as may be required in order to facilitate the use of any Principals pre-existing IP which is incorporated in the deliverables.

6. The Client acknowledges that all rights, title, and interest in the processes, tools or development techniques used by Principals or a related company in providing the Services shall remain the absolute property of Principals or that related company respectively. Such IP includes, but is not limited to, NameFrame, PersonalityDefinitions, VoiceMap and ToneThermometers.

7. The Client acknowledges that they will not under any circumstances employ, share or copy the processes, tools and development techniques except to the extent defined by the Project Scope.

Indemnity

The Client agrees to indemnify Principals and related companies from and against any claims proceeding, damage, loss, liability, cost and expense arising from any information or material supplied by the Client or from the use of the Client’s products or services (including any third party IP infringement claims in relation to the Client’s pre-existing IP) or from any act or thing done on the Client’s specific instructions.

This indemnity shall survive the termination or expiration of the relationship between the Client and Principals.

Limitation of Liability

If Principals and the Client are both in trade and the services provided are supplied and acquired in trade, then the parties agree to contract out of:

1. 1. Sections 9, 12A and 13 of the Fair Trading Act 1986 in accordance with section 5D of the Fair Trading Act 1986;
   2. The Consumer Guarantees Act 1993 in accordance with section 43 of the Consumer Guarantees Act 1993; and
   3. Any terms and conditions implied by law in accordance with section 197 of the Contract and Commercial Law Act 2017, such agreement being acknowledged as fair and reasonable for the parties to be bound by this clause,

Nothing in this agreement is intended to contract out of the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, except to the extent permitted by those Acts.

Notwithstanding any other provision of this agreement, under no circumstances shall Principals be liable to the Client or any other person (whether in contract, tort, including negligence, statute or otherwise) for any:

1. loss of profits;
2. consequential loss or damage;
3. indirect loss or damage; or
4. special loss or damage of any kind.

To the maximum extent permitted by law, Principals’ total liability (whether in contract, statute, tort, including negligence, or otherwise howsoever arising) for any claim made by the Client or any other person shall not exceed the price paid by the Client for the job or project which gave rise to that claim.

Non solicitation

Client must not solicit either directly or indirectly, employ or otherwise engage any employee of Principals.

Promotion

Principals reserves the right to use any materials created by Principals, or as a direct result of Principals’ work, in promoting Principals. This applies once these materials are in use by the Client.

Assignment

The Client is not entitled to assign, transfer or otherwise dispose of any of its rights or obligations under this agreement without Principals’ prior written consent. Principals shall be entitled to assign, transfer or dispose of any or all of its rights and obligations under this agreement without the prior consent of the Client.

Disputes

Should any dispute or difference arise, the parties agree to make a genuine effort to resolve any such dispute/difference in good faith, without resorting to litigation, including by way of seeking resolution of the dispute by negotiation, mediation and/or arbitration but this will not limit or affect the right of, either party to apply to a court at any time for any interim or preliminary relief in respect of a dispute.

Unenforceability

If any provision of this agreement shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

Amendments

No variation, modification or alteration of any of the terms of this agreement shall have any effect unless in writing and signed by each of the parties.

Previous agreements

Unless the context otherwise provides, these terms do not end any existing agreements between the parties regarding confidentiality.

April 2024